UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 30, 2017

 

 

JUNIPER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-10352   59-2758596
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
33 Arch Street, Suite 3110  
Boston, MA   02110
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (617) 639-1500

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Stockholders was held on June 30, 2017 (“Annual Meeting”). A total of 9,647,662 shares of the Company’s common stock and common stock into which the Series B preferred stock is convertible were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.

Proposal 1. The number of shares voted and broker non-votes for the directors nominated for re-election to the Board are set forth below.

 

     FOR      AGAINST      ABSTAIN      BROKER NON-
VOTES
 

Dr. Frank M. Armstrong

     3,245,151        4,071,508        13,400        2,317,603  

Dr. Cristina Csimma

     3,988,387        3,112,130        229,542        2,317,603  

James A. Geraghty

     3,986,434        3,105,938        237,687        2,317,603  

Dr. Mary Ann Gray

     4,447,231        2,645,845        236,983        2,317,603  

Ann Merrifield

     3,839,122        3,260,145        230,792        2,317,603  

Dr. Nikin Patel

     6,675,081        640,836        14,142        2,317,603  

Alicia Secor

     4,828,328        2,487,856        13,875        2,317,603  

Accordingly, each of individuals listed above, with the exception of Dr. Frank M. Armstrong, were elected to the Company’s Board of Directors, each to hold office until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

Because less than a majority of votes cast were voted in favor of Dr. Armstrong’s re-election, Dr. Armstrong has delivered a notice of resignation to the Board of Directors, in accordance with the Amended and Restated By-Laws of the Company. In accordance with the Amended and Restated By-Laws of the Company, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, will determine whether to accept or reject Dr. Armstrong’s resignation, and publicly announce this decision, within ninety (90) days of the date of the certification of the election results. Unless and until the date of any such acceptance, Dr. Armstrong will continue to serve as a director of the Company.

Proposal 2. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

 

FOR

 

AGAINST

 

ABSTAIN

8,732,735

  866,159   48,768

Proposal 3. The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-

VOTES

4,448,328

  2,836,275   45,456   2,317,603


Proposal 4. The Company’s stockholders voted, on a non-binding advisory basis, for an “every year” frequency of future advisory votes on the executive compensation of the Company’s named executive officers.

 

EVERY YEAR

 

EVERY 2 YEARS

 

EVERY 3 YEARS

 

ABSTAIN

 

BROKER NON-
VOTES

4,680,596

  94,342   2,140,329   414,792   2,317,603

In light of the results of the non-binding advisory vote on the frequency of future advisory votes on the executive compensation of the Company’s named executive officers, the Company’s Board of Directors has fixed the frequency of such vote at every one year.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

July 5, 2017       Juniper Pharmaceuticals, Inc.
    By:  

/s/ Jeffrey E. Young

    Name:   Jeffrey E. Young
    Title:   Senior Vice President, Finance, Chief Financial Officer and Treasurer

 

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